SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Check the appropriate box:
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Definitive additional materials
Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
THE TURNER CORPORATION
(Name of Registrant as Specified in Its Charter)
THE TURNER CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
X $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i) (1), or 14a-6(j)(2).
$500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11:
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Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify thed the date of its
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THE TURNER CORPORATION
Notice of Annual Meeting of Stockholders
May 12, 1995
The Annual Meeting of Stockholders of The Turner Corporation
will be held on Friday, May 12, 1995, at 11:00 A.M. Eastern
Daylight Saving Time, in the Auditorium at the Equitable Center,
787 Seventh Avenue, New York, New York, for the following
purposes:
1. To elect three directors;
2. To transact such other business as may properly
come before the meeting or any adjournment.
Stockholders of record at the close of business on March 20,
1995 will be entitled to vote at the meeting.
SARA J. GOZO Secretary
March 31, 1995
Each stockholder's vote is important. All stockholders are
encouraged to vote, date, sign and return promptly the enclosed
proxy in the accompanying reply envelope, including stockholders
who plan to attend the Annual Meeting.
THE TURNER CORPORATION
375 Hudson Street
New York, New York 10014 Proxy Statement
_________________
ANNUAL MEETING OF STOCKHOLDERS
May 12, 1995
This Proxy Statement is being furnished beginning March 31,
1995, in connection with the solicitation of proxies for use at
the 1995 Annual Meeting of Stockholders of The Turner Corporation
to be held at the time and place and for the purposes set forth
in the attached notice.
ELECTION OF DIRECTORS
The Company's directors who are elected by the holders of
the Common Stock (voting together with the holders of the
Company's Series B ESOP Convertible Preferred Stock) are divided
into three classes. They serve three year terms, with the
directors in one class being elected each year. The holder (or
holders) of the Company's Series C 8.5% Convertible Preference
Stock ("Series C Preferred Stock") have the right to elect three
directors, who are in addition to the directors elected by the
holders of the Common Stock and the Series B ESOP Convertible
Preferred Stock.
At the 1995 Annual Meeting three directors are to be
elected. Election of a director requires a majority of the votes
cast. Because no minimum vote is required, shares which are
present at the meeting but are not voted (whether due to
abstentions or otherwise) will not directly affect the outcome of
the election.
The Board of Directors' nominees for the three
directorships, the directors who will continue in office and the
directors expected to be elected by the holders of the
Corporation's Series C Preferred Stock are as follows:
Name and Age Principal Occupation Served as Director Since Term Will
and Other Directorships Director Since or During Expire
the Period
Nominees for election as directors to serve until 1998:
Leif Lomo, 65 President, Marley Pump Company; 1992 1998
Retired Chairman and Chief
Executive Officer, A.B.Chance
Company; Director of Mercantile
Bank of Boone County;
Young Broadcasting Inc.
Harold J. Parmelee, 57 President, The Turner
Corporation 1988 1998
Frederick W. Zuckerman, 60 Management Consultant;
Vice President and
Treasurer IBM Corp. 1993-95,
Senior Vice President and
Treasurer RJR Nabisco, Inc.,
1991-93 Equity Fund; Meditrust;
Anacomp; The Singapore Fund;
Northeast Federal Corporation;
Northeast Savings Bank;
NVR Corporation; Pantone,
Inc. 1992 1998
Directors who will continue in office:
Walter G. Ehlers, 62 Retired President, Chief Operating
Officer and Trustee, Teachers
Insurance and Annuity Association
and College Retirement Equities
Fund, 1984-88; Director of Neuberger
& BermanAdvisors Management Trust;
Trustee of China Medical Board of
New York, Inc. 1985 1997
Ellis T. Gravette, Jr., 69 President, Ardath Associates,
Inc.; Retired Chairman of the
Board and Chief Executive Officer,
The Bowery Savings Bank,
1981-86; Director of MidFirst
Bank, SSB; Vista
Properties, Inc. 1981 1996
Alfred T. McNeill, 58 Chairman & Chief Executive Officer,
The Turner Corporation 1985 1997
Charles H. Moore, Jr., 65 Director of Athletics, Cornell
University; Chairman & Chief
Executive Officer, Xpander Pak,
Inc. (protective packaging)
and Vice Chairman, Advisory Capital
Partners, Inc. (investment fund);
Executive Vice President,
Illinois Tool Works, Inc.,
1991-92; President and Chief Executive
Officer, Ransburg Corporation
(subsidiary of Illinois Tool Works,
Inc.), 1988-92; Director of
Elcotel, Inc.; United States Olympic
Committee 1990 1996
Gordon A. Walker, 67 Chairman and Chief Executive
Officer, Hollinee, Inc.;
Former Chairman, President
and Chief Executive Officer,
U.S. Industries, Inc.; Director
of Lincoln National Corp. 1984 1996
John O. Whitney, 67 Professor and Executive Director,
The Deming Center for Quality
Management, Columbia Business
School; Director of Atchison
Castings; Church & Dwight
Co., Inc. 1988 1997
Directors expected to be elected by holders of Series C Preferred Stock:
Heinrich Baumann-Steiner,53 Chairman and Managing
Director, Karl Steiner Holding
AG; Vice Chairman and Managing
Director, Karl Steiner AG
(an affiliate of Karl Steiner
Holding AG) 1992 1996
A. Gary Fieger, 67 President, Fieger International;
Former President and Chief
Executive Officer, Hammerson
Property Corporation and Vice
President Tishman Realty &
Construction Company 1992 1996
Peter K. Steiner, 49 Vice Chairman and Managing
Director, Karl Steiner Holding
AG; Chairman and Managing
Director, Karl Steiner AG
(an affiliate of Karl Steiner
Holding AG) 1992 1996
Non-employee members of the Board of Directors are paid
annual fees of $21,000, plus $1,000 and travel expenses for each
meeting attended. Non-employee chairmen of committees of the
Board of Directors receive additional annual fees of $2,100.
Employee members of the Board of Directors do not receive any
directors' fees. During 1994, the Board of Directors held nine
meetings. Each director attended at least 75% of the meetings of
the Board of Directors and of each Committee of which he was a
member, except that Mr. Baumann-Steiner, who was elected by the
holders of the Corporation's Series C Preferred Stock, attended
67% of the meetings.
On November 11, 1994, the Board of Directors adopted the
Directors' Retirement Plan (the "Directors Plan"). Under the
Directors Plan, beginning on the later of a Director's seventieth
birthday or the Director's ceasing to be a Director, (but
in no event before January 1, 1996), the Director will receive annual
benefits equal to the annual fee paid to non-employee Directors,
reduced proportionally to the extent a Director served for less
than five years. If there is a change of control of the
Corporation, all Directors at the time of the change in control
will be presumed to serve for five years and will receive full
benefits.
The Committees of the Board of Directors include an
Executive Committee, a Compensation and Stock Option Committee,
an Audit Committee, and a Committee on Directors' Affairs.
The members of the Executive Committee are Messrs.
McNeill (Chairman), Ehlers, Gravette, Moore, Parmelee, Walker,
and Whitney. The Executive Committee may exercise the authority
of the Board during the intervals between the meetings of the
Board, except in respect of certain matters specified in the
Corporation's By-Laws. The Executive Committee did not meet during 1994.
The Compensation and Stock Option Committee, which is
composed of Messrs. Walker (Chairman), Gravette, Moore, Whitney
and Zuckerman, approves the salaries of all executive officers of
The Turner Corporation (other than the Chairman and President,
whose salaries are approved by the Board), makes or recommends
awards under the Corporation's Executive Incentive Compensation
Plan and authorizes the grant of stock options under the
Corporation's stock option plans. The Committee also reviews
senior management organizational plans. The Committee met three
times in 1994.
The Audit Committee, which is composed of Messrs.
Whitney (Chairman), Ehlers, Fieger, Gravette, Lomo, Moore and Steiner,
recommends the firm of independent public accountants to act as
the Corporation's independent auditors, confers with the
Corporation's independent auditors as to the scope of their
proposed audit, reviews the findings and recommendations of
the independent auditors, reviews with the Corporation's accounting
personnel and the contracted auditors the Corporation's financial
controls, procedures and practices, and reviews the Corporation's
compliance with its operating policy statement. The Committee met
three times during 1994.
The Committee on Directors' Affairs, (formerly The Nominating
Committee) which is composed of Messrs. Moore (Chairman), Ehlers,
McNeill, Parmelee and Whitney, selects and recommends nominees for
directorships to the Board. Pursuant to a resolution adopted by the
Board in 1989, the Committee, in nominating members of the Board
for reelection, will consider any material changes which have occurred
in their employment relationships, memberships on other boards and other
circumstances affecting their availability for and participation
in board activities, and, any material changes which have occurred
in the Corporation's business or affairs. In addition, pursuant
to a resolution passed in January 1995, which among other things changed
the name of the Committee to the Committee on Directors' Affairs, the
Committee's functions were expanded to proposing annual goals and objectives
for the Board of Directors and coordinating the evaluation of the performance
of the Chief Executive Officer. The Committee met twice in 1994.
As of March 20, 1995, the Corporation's directors (including
nominees), its five highest paid executive officers (including its Chief
Executive Officer) and its directors and officers as a group, beneficially
owned the following numbers of shares of common stock of the Corporation:
Title of Name of Amount and Nature of Percent of
Class Beneficial Owner Beneficial Ownership(1) Class (4)
Common Stock Heinrich Baumann-Steiner 4,000(2)
Common Stock Walter G. Ehlers 21,000
Common Stock A. Gary Fieger 4,000
Common Stock Ellis T. Gravette, Jr. 12,500
Common Stock Donald R. Kerstetter 36,175
Common Stock Leif Lomo 5,000
Common Stock Alfred T. McNeill 85,333 1.6%
Common Stock Charles H. Moore, Jr. 5,000
Common Stock Harold J. Parmelee 66,263 1.3%
Common Stock David J. Smith 7,300
Common Stock Peter K. Steiner 1,624,500(3) 24.0%(5)
Common Stock Joseph V. Vumbacco 25,992
Common Stock Gordon A. Walker 5,100
Common Stock John O. Whitney 8,000
Common Stock Frederick W. Zuckerman 5,000
Common Stock Directors and Officers
as a Group (21 persons) 1,968,401(3)(6) 28.1%
___________________
(1)Includes shares issuable on exercise of currently exercisable
stock options as follows: Donald R. Kerstetter, 24,900; Alfred T. McNeill,
59,555; Harold J. Parmelee, 49,940; David J. Smith, 7,300; Joseph V.
Vumbacco, 22,710; all non-employee directors, 4,000 each. Does not include
848,956 shares issuable on conversion of Series B ESOP shares or shares
issuable on exercise of options which were not currently exercisable.
(2)Does not include 1,000,000 shares of common stock issuable on conversion
of Series C Preferred Stock, 600,000 shares of common stock issuable
on conversion of Series D Preferred Stock, which itself is issuable
on conversion of an 8.5% Debenture, or 20,500 shares of Common Stock, held by
Karl Steiner Holding AG. Heinrich Baumann-Steiner is the Chairman of Karl
Steiner Holding AG and his wife is the beneficial owner of 50% of the
shares of that company.
(3)Includes 1,000,000 shares of common stock issuable on conversion of
Series C Preferred Stock, 600,000 shares of common stock issuable on
conversion of Series D Preferred Stock, which itself is issuable on
conversion of an 8.5% Debenture, and 20,500 shares of Common Stock, held by
Karl Steiner Holding AG. Peter K. Steiner is the Vice Chairman of Karl
Steiner Holding AG and the beneficial owner of 50% of the shares of that
company.
(4)Unless noted, less than 1%.
(5)Assumes that Karl Steiner Holding AG converts all convertible securities
held by it and that no other convertible securities, including the Series
B ESOP Convertible Preferred Stock are converted. If the Series B ESOP
Convertible Preferred Stock also were converted, Mr. Steiner's beneficial
ownership would be 21.3%.
(6)Includes 247,653 shares issuable on exercise of currently exercisable
outstanding stock options.
The following persons are known by the Corporation to have
owned beneficially more than 5% of any of the Corporation's voting
securities as of March 20, 1995.
Title of Class Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
Common Stock The Turner Corporation 675,000 13.1%
Employees' Retirement Plan
375 Hudson Street
New York, New York 10014
Common Stock Dimensional Fund Advisors Inc. 347,900 6.7%(1)
1299 Ocean Avenue
Santa Monica, California 90401
Series B ESOP The Turner Corporation Employee 848,956 100% (1)
Convertible Stock Ownership Plan
Preferred 375 Hudson Street
Stock New York, New York 10014
Series C Karl Steiner Holding AG 9,000 100% (2)
Preferred Hagenholzstrasse 60
Stock CH-8050 Zurich
Switzerland
__________________
(1) Information is from form 13G.
(2) The 9,000 shares of Series C Preferred Stock are convertible into
1,000,000 shares of Common Stock, which, based upon the shares outstanding
on March 20, 1995, would be 16.3% of the outstanding Common Stock outstanding
after conversion of all the Series C Preferred Stock. Karl Steiner Holding
AG also owned 20,500 shares of Common Stock and a Debenture which is
convertible into 6,000 shares of Series D Preferred Stock, which, if issued,
would be convertible into 600,000 shares of Common Stock. If all the
shares of Series C Stock and Series D Stock had been converted, on March 20,
1995, Karl Steiner Holding AG would have owned 24.0% of the outstanding
Common Stock assuming no conversion of the Series B ESOP Convertible
Preferred Stock and 21.3% of the outstanding Common Stock if all of the
Series B ESOP Convertible Preferred Stock had been converted.
The shares of Series B ESOP Convertible Preferred Stock vote together with
the Common Stock on all matters, including election of directors, with each
share of Series B ESOP Convertible Preferred Stock entitled to one vote.
The Series B ESOP Convertible Preferred Stock will constitute 14.2% of
the shares entitled to vote in the election of directors.
The holders of the Series C Preferred Stock, voting separately,
are entitled to elect three directors (declining to no directors if the
outstanding Series C Preferred Stock is less than a specified portion of
the outstanding voting stock on a fully diluted basis). While the holders
of the Series C Preferred Stock are entitled to elect any directors, they
cannot vote the Series C Preferred Stock with regard to directors to be
elected by the holders of the Common Stock. If the holders of the Series
C Stock become no longer entitled to elect directors as a separate class,
they will be entitled to vote as part of the same class as the Common Stock
and the Series B ESOP Convertible Preferred Stock, and will be entitled to
1,000 votes for each 9 shares of Series C Preferred Stock (a total of
1,000,000 votes for the entire 9,000 shares). The holders of the Series
C Preferred Stock are at all times entitled to 1,000 votes for each 9
shares of Series C Preferred Stock with regard to all matters other than
the election of directors. Peter K. Steiner, who is a director of the
Corporation, is the Vice Chairman, and the beneficial owner of 50% of
the shares, of Karl Steiner Holding AG. Esther Baumann-Steiner, who is
the sister of Peter K. Steiner and the wife of Heinrich Baumann-Steiner,
is the beneficial owner of the other 50% of the shares of Karl Steiner
Holding AG. Mr. Baumann-Steiner, who is a director of the Corporation,
is the Chairman of Karl Steiner Holding AG.
Karl Steiner Holding AG acquired the 9,000 shares of Series C
Preferred Stock from the Corporation in July 1992 for $9 million. At
the same time, it acquired 6,000 shares of Series D Preferred Stock from
the Corporation for $6 million. Shortly after that it exercised a
contractual right to exchange the Series D Preferred Stock for an 8.5%
Debenture of the Corporation in the principal amount of $6 million. In
connection with those transactions, Karl Steiner Holding AG and the
Corporation executed an agreement which gives each of them options under
certain circumstances to purchase or sell Preferred Stock or Common Stock
from or to the other of them. Karl Steiner Holding AG and the Corporation
each owns 50% of Turner Steiner International SA ("TSI"), an entity they
formed to engage in construction-related activities in most of the world,
other than North and Central America, Switzerland, Germany, France, Austria
and Japan. During 1994, the Corporation made employees and space available
to TSI (for which the Corporation was paid $210,000 plus reimbursement for
out-of-pocket expenses), the Corporation guaranteed obligations of TSI with
regard to a construction contract, letters of credit and a line of credit,
and the Corporation from time to time made working capital loans to TSI
(at December 31, 1994, the outstanding balance of these loans, including the
balance from prior years, was $2,968,513). These guarantees and loans were
matched by Karl Steiner Holding AG.
A. Gary Feiger owns 35%, and the Corporation owns 30%, of a newly
formed limited liability company which is engaged in building diagnostics.
REMUNERATION OF EXECUTIVE OFFICERS
The following table sets forth the annual compensation, long-term
compensation and all other compensation during each of the three years ended
December 31, 1994, for the Corporation's Chief Executive Officer and for
the four additional executive officers who, together with the Chief Executive
Officer, comprised the five highest paid executive officers of the
Corporation for the year ended December 31, 1994.
SUMMARY COMPENSATION TABLE
Annual Comp. Long-Term Comp.
Awards Payouts
Name and Year Salary Bonus Other Restricted Securities LTIP All Other
Principal Annual Stock Underlying Payout Comp.
Position Comp. Awards Options/SARs
(2) (1) (3)
Alfred T. McNeill
Chairman and Chief Executive
Officer 1994 $410,000 75,000 none $1,481 3,000 none 55,806(4)
1993 400,000 0 1,908 18,000 54,497
1992 365,000 75,000 2,041 3,000 49,406
Harold J. Parmelee
President 1994 322,500 50,000 none 1,481 3,000 none 44,377(4)
1993 315,000 0 1,908 13,000 44,872
1992 287,500 50,000 2,041 3,000 32,269
Donald R. Kerstetter (5)
Senior Vice
President 1994 235,000 10,000 none 1,481 2,000 none 32,947(4)
1993 231,000 1,908 5,000 32,313
Joseph V. Vumbacco
Executive Vice President
and General
Counsel 1994 228,500 40,000 none 1,469 1,800 none 19,562(4)
1993 220,000 0 1,908 4,800 15,314
1992 206,000 32,000 1,952 1,800 13,905
David J. Smith (6)
Senior Vice President and
Chief Financial
Officer 1994 190,000 25,000 none 747 1,800 none 0
___________________
(1) The Corporation has not granted any stock appreciation rights.
(2) Restricted Stock Awards consist of allocations under the Employee Stock
Ownership Plan ("ESOP"). The aggregate number of shares allocated, as of
December 31, 1994, to Messrs. McNeill, Parmelee, Kerstetter, Vumbacco and
Smith was 556, 556, 556, 550 and 44 shares respectively, valued at $9,450,
$9,450, $9,450, $9,344 and $747 respectively. Dividends are used to pay
the ESOP loan.
(3) Consists of matching contributions by the Corporation to its 401(k) plan,
contributions to the Corporation's defined benefit plans and supplemental
payments to retirement accounts.
(4) Estimated
(5) Mr. Kerstetter became an officer of the Corporation in 1993. Prior to
that, he was an executive officer of Turner Construction Company, the
Corporation's principal subsidiary.
(6) Mr. Smith joined the Corporation effective January 1, 1994.
The following table sets forth certain information with regard to
options granted during the fiscal year ended December 31, 1994 and potential
realizable values. No stock appreciation rights (SARs) were granted during
that year.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grant
# of % of Total Exercise Expiration Pot. Realizable
Securities Options/SARs or Date Value at Assumed
Underlying Granted to Base Ann. Rates of
Options/SARs Employees in Price Stock Price Apprec.
Granted Fiscal Year for Option Term
Name 5%($) 10%($)
Alfred T.
McNeill 3,000 3.37% $7.750 3/11/04 $37,450 $60,305
Harold J.
Parmelee 3,000 3.37% $7.750 3/11/04 $37,450 $60,305
Donald R.
Kerstetter 2,000 2.25% $7.750 3/11/04 $24,967 $40,203
Joseph V.
Vumbacco 1,800 2.02% $7.750 3/11/04 $22,470 $36,183
David J.
Smith (1) 1,800 2.02% $7.750 3/11/04 $22,470 $36,183
4,000 4.49% $7.875 1/01/04 $51,310 $81,704
(1) Mr. Smith joined the Corporation effective January 1, 1994.
The following table sets forth certain information with regard to
exercises of options during 1994 and options held at December 31, 1994.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
Number of Securities Value of Unexercised in-
Underlying Unexercised the-Money Options/SARs
Options/SARs at at Fiscal Year-End(2)
Fiscal Year-End(1)
Shares
Acquired Value Exercisable(E) Exercisable(E)
on Exercise Realized Unexercisable(U) Unexercisable(U)
Name (#) ($)
Alfred T. 47,501(E) $1,413(E)
McNeill -- -- 15,349(U) $4,587 (U)
Harold J. 43,440(E) $3,125(E)
Parmelee -- -- 3,500(U) $1,625(U)
Donald R.
Kerstetter -- -- 22,900(E) $1,250(E)
Joseph V. Vumbacco 2,000(U) $1,000(U)
David J. 0(E) $0(E)
Smith -- -- 5,800(U) $2,400(U)
____________
(1) The Corporation has not granted any SARs.
(2) Includes only those options whose exercise prices are lower than the
closing price of $8.25 on December 31, 1994.
The Corporation or its subsidiaries have entered into change of
control agreements with a number of their executive officers, including
the executive officers named above. These agreements expire on June 30, 1996.
They provide that in the event of "termination" (as defined) of an executive's
employment after a "change of control" (as defined) of the Corporation,
the executive will be entitled to receive a lump sum payment equal to 2.99
years' (in the case of four senior executives including Mr. McNeill) or one
year's (in the case of other executives) compensation, including average
bonus, as well as continued eligibility for certain employee welfare
benefits.
Retirement Plans
Until March 31, 1991, the Corporation had an Employees'
Retirement Plan (the "Retirement Plan"), a Supplemental Executive
Defined Benefit Retirement Plan, and a Defined Benefit Retirement
Equalization Plan under which an employee would receive retirement
benefits under a formula based upon years of service, salary during the
years preceding retirement and the Social Security wage base. Effective
March 31, 1991, the Corporation curtailed these Retirement Plans, so
that no years of service or salary past that date would be considered in
determining retirement benefits. This froze the benefits employees who
continued working for the Corporation past March 31, 1991 will receive
under these Retirement Plans. In 1994 the Supplemental Annuities under
the Retirement Plan were reviewed for cost of living increases since 1991
and adjusted accordingly. The annual benefits Messrs. McNeill, Parmelee,
Kerstetter, Vumbacco, and Smith will receive under the Retirement Plan,
the Supplemental Executive Defined Benefit Retirement Plan and the Defined
Benefit Retirement Equalization Plan, assuming retirements at age 65,
will be $161,030, $131,730, $121,851, $22,276 and (none) respectively.
Mr. Smith was employed after March 31, 1991.
Effective April 1, 1991, the Corporation instituted a new defined
contribution plan, the Employees' Retirement Income Plan (the "Income Plan")
to replace the Retirement Plan. Effective December 31, 1993, the
Corporation froze the benefits under the Income Plan. There will be no
further contributions to the frozen Income Plan. The lump sum benefits (as of
January 31, 1995), that Messrs. McNeill, Parmelee, Kerstetter, Vumbacco
and Smith have accrued under the Income Plan are $51,991, $51,986, $55,967,
$34,540 and (none) respectively. Mr. Smith was not eligible for the Income
Plan. The Income Plan benefits were transferred to the Tax Deferred Savings
Plan, 401(k), as of February 1, 1995.
The Income Plan lump sum benefits (shown above) do not include the
non-qualified, Supplemental Plan benefits associated with the Income Plan
which are to date for Messrs. McNeill, Parmelee and Kerstetter $88,391,
$51,968 and $27,123 respectively.
Effective January 1, 1994, the Corporation introduced the Employees'
Cash Balance Retirement Plan (the "Cash Balance Plan"), a defined benefit
plan, to replace the Income Plan. Amounts contributed to the Cash Balance
Plan during 1994 for the chief executive officer and the other four executive
officers, who comprise the five highest paid executive officers of the
Corporation, are included in the column captioned "All Other Compensation"
in the Summary Compensation Table.
COMPENSATION COMMITTEE REPORT
To the Shareholders of The Turner Corporation
The purpose of this report is to describe the compensation policies
applied by the Compensation Committee of the Board of Directors of The
Turner Corporation with regard to the Corporation's executive officers
and the basis for the compensation of Alfred T. McNeill, the Chief Executive
Officer of the Corporation, for the year ended December 31, 1994.
In 1989, the Compensation Committee and the management of the
Corporation undertook a review of the Corporation's policies for compensating
its senior executives. With the approval of the Compensation Committee,
the Corporation hired Towers Perrin to assist in this review. Representatives
of Towers Perrin worked with the management to develop possible compensation
programs, and then met privately with the Compensation Committee to discuss
them.
As a result of the review, the Compensation Committee recommended,
and the Board of Directors adopted, a four pronged compensation program,
designed to reward senior executives for both long term and short term
achievements on behalf of the Corporation and its stockholders. The
principal elements of this program (as subsequently updated) are:
Base Salary -- the fundamental compensation to a senior
executive for fulfilling his or her job responsibilities.
Executive Incentive Compensation Plan -- a reward for
achieving or exceeding corporate and individual goals
established with regard to each senior executive at the
beginning of each year.
Stock Options -- stock options enable key employees to
profit from increases in the price of the Corporation's
stock. The Corporation has had stock option plans since
its shares first were sold to the public in 1969.
However, in connection with the 1989 review, it was
decided that stock options would be awarded uniformly
to all officers of the Corporation and its subsidiaries
holding similar positions.
Stockholder Gain Award Plan -- if during the 20 trading
days before and after June 11, 1996, the price of the
Common Stock averages at least $20 per share, a group
of senior executive officers to be designated by the
Compensation Committee at that time will receive
incentive compensation totalling 1.5% of the amount by
which the total value of the outstanding Common Stock,
based upon that average price, exceeds what it would
have been at $12 per share. However, the total amount
of the incentive compensation may not exceed $3 million.
Based upon the advice received from Towers Perrin, the
Compensation Committee concluded that the four pronged program described
above would enable the Corporation to retain capable senior executives while
providing rewards for contributing toward enhancement of the Corporation's
financial results and for increases in the price of its stock. Because the
Corporation devotes substantial time and money to training key employees in
matters relating to the construction industry, the Corporation's employees
are constantly being sought by competing construction firms. Therefore,
it is important that the Corporation's key employees be compensated at a
level which will induce them to remain with the Corporation rather than
accepting positions with competitors. Nonetheless, after having reviewed
the recommendations of Towers Perrin, the Compensation Committee concluded
that the compensation levels and incentives were not excessive (and indeed
were somewhat modest) in view of the size and complexity of the Corporation's
businesses.
Each year the Compensation Committee reviews recommendations from
management as to base salaries of senior executives (other than the Chief
Executive Officer and the President), total awards to senior executives under
the Employee Incentive Compensation Plan and numbers of stock options to be
awarded to executives in particular positions. It then makes recommendations
to the entire Board as to the following year's salaries of the Chief Executive
Officer and of the President, the total amount (as a percentage of the
Corporation's earnings) to be awarded under the Executive Incentive
Compensation Plan and the portions of that total amount to be allocated to
the Chief Executive Officer and the President. In addition, it determines,
without action of the Board, the following year's salaries of senior executives
other than the Chief Executive Officer and the President, and the portion of
the total amount awarded under the Executive Incentive Compensation Plan
(the "EIC Plan") to be allocated to each of those senior executives.
In view of its determinations, both as to the overall performance of
the Corporation and as to the contributions of the Chief Executive Officer
and the President, and the accomplishments in the fact that the Corporation's
development properties now were generating positive cash flows, the institution
of a substantial new credit facility for the Corporate
overhead reductions and significant progress toward changing the culture of
the Corporation's employees in the manner urged by the Board of Directors,
the Compensation Committee recommended, and the Corporation granted, the
Chief Executive Officer and the Corporation's other senior executives
increases in their 1994 salaries from 1993 levels. In addition, the
Compensation Committee recommended that a sum equal to 12% of the Corporation's
pre-tax earnings be awarded under the EIC Plan, determined how portions of
that sum were to be allocated to various senior officers other than the
Chief Executive Officer and the President, and made recommendations regarding
portions of the total sum awarded under the EIC Plan to be allocated to the
Chief Executive Officer and to the President. Stock options were awarded
during 1994 in accordance with a formula adopted in 1989. No additional
stock options were awarded.
GORDON A. WALKER
CHARLES H. MOORE, JR. ELLIS T. GRAVETTE, JR.
JOHN O. WHITNEY FREDERICK W. ZUCKERMAN
The Turner Corporation
Comparison of Five-Year Cumulative Return
Turner vs. AMEX and Construction and Real Estate Peer Group
Turner AMEX Const. Real Estate
1989 100 100 100 100
1990 87 82 67 58
1991 52 105 69 40
1992 60 106 69 40
1993 65 126 69 61
1994 68 115 74 56
Companies in Peer Groups weighted by market capitalization: indexed to 100 at
December 31, 1989. Dividends reinvested over period.
The Turner Corporation has two business segments: Construction and Real
Estate. The Construction Peer Group is made up of companies with market
capitalizations of not more than $500 million who are engaged primarily in
providing construction/engineering services for business sectors other than
home building and infrastructure: Guy F. Atkinson of California, Michael
Baker Corp., CRSS Inc., Perini Corp., and Stone & Webster Inc. The Real
Estate Peer Group is made up of all U.S. companies listed in the Standard &
Poors database (2/94) which have been public for five years or more, have
market capitalizations of not more than $150 million, and whose principal
business activity involves nonresidential real estate development. The Real
Estate Peer Group is comprised of: Reading Co. Class A, Koger Equity and
Mission West Properties. These are the same companies which made up the
Construction Peer Group and the Real Estate Peer Group described in the proxy
statement used in connection with the 1994 Annual Meeting.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP was appointed by the Board of Directors, with the
recommendation of the Audit Committee, as independent public accountants to
audit the accounts of the Corporation and its subsidiaries for 1994. A
representative of Arthur Andersen LLP is expected to be present at the annual
meeting and will have an opportunity to make a statement if he or she desires
to do so. That person will be available to answer appropriate questions.
Arthur Andersen LLP rendered the following services to the Corporation
in 1994: reading of unaudited quarterly financial information, assistance
and consultation in connection with filings with the Securities and Exchange
Commission and with various other governmental and regulatory agencies,
consultation in connection with various tax and audit-related accounting
matters, contract audit and tax services and management consultation relating
to the Corporation's Total Quality Management Program.
GENERAL
The enclosed proxy is solicited by the Board of Directors of The Turner
Corporation to be voted at the 1995 Annual Meeting of Stockholders. All
shares represented by proxies delivered prior to the meeting will be voted
in the manner specified on the proxies. If no vote is specified, and the
proxy does not show that the stockholder wants to abstain or for any other
reason the shares are not to be voted, proxies will be voted for the
nominees for directorships named above. Any stockholder who signs and
returns a proxy may revoke it at any time prior to the vote by notifying
the Secretary in writing. A vote in person at the meeting will revoke a
proxy as to the matters voted upon. However, the presence of a stockholder
at the meeting will not revoke a proxy as to matters on which the stockholder
does not vote in person.
The Board of Directors has no reason to believe that any nominee
for a directorship will be unable to serve if elected. If any nominee should
become unable to serve, proxies may be voted for the election of another
person designated by the Board of Directors.
The Board of Directors knows of no other matters which may be
presented for stockholder action at the meeting. If other matters do properly
come before the meeting, the persons named in the proxies will have authority
to vote in accordance with their judgment.
Stockholders of record at the close of business on March 20, 1995 will
be entitled to vote at the meeting. At the close of business on March 20,
1995, the Corporation had outstanding 5,167,219 shares of Common Stock and
848,956 shares of Series B ESOP Convertible Preferred Stock. The Common Stock
and the Series B Stock are voted as a single class. Each share of Common Stock
and each share of Series B Stock outstanding on March 20, 1995 is entitled to
one vote.
In addition to the distribution of proxy material by mail, directors,
officers and employees of the Corporation and its subsidiaries may solicit
proxies by telephone or in person. The cost of all such solicitations will be
borne by the Corporation. The Corporation will reimburse brokerage houses,
custodians, nominees and fiduciaries for expenses in forwarding solicitation
material to beneficial owners. The Corporation has retained D. F. King & Co.
to assist in the solicitation of proxies. The fee of that firm is estimated
not to exceed $9,000 plus out-ofpocket costs and expenses.
NEXT ANNUAL MEETING
Proposals of security holders intended to be presented at the 1996
annual meeting must be received by The Turner Corporation by December 1,
1995 for inclusion in the proxy statement and form of proxy relating to that
meeting.
By Order of the Board of Directors
THE TURNER CORPORATION
SARA J.GOZO
Secretary
March 31, 1995
THE TURNER CORPORATION WILL PROVIDE WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT
ON FORM 10-K FOR 1994, EXCLUDING EXHIBITS, TO ANY PERSON ENTITLED TO VOTE OR
TO DIRECT A VOTE AT THE 1995 ANNUAL MEETING OF STOCKHOLDERS UPON THE WRITTEN
REQUEST OF ANY SUCH PERSON ADDRESSED TO THE SECRETARY OF THE TURNER CORPORATION
AT THE ADDRESS SPECIFIED ON THE FIRST PAGE OF THIS PROXY STATEMENT.
March 31, 1995
To Participants in the Employee Stock Ownership Plan:
As a participant in The Turner Corporation Employee Stock Ownership Plan, you
have the right to direct the Trustee of the Plan, State Street Bank and Trust
Company, as to the manner in which to vote your shares at the Company's Annual
Stockholders Meeting on May 12, 1995. The instructions given by you will be
held by the Trustee in strict confidence.
The enclosed Voting Instruction Card can be used to provide your instructions to
the Trustee. This Card only covers the shares held in the Employee Stock
Ownership Plan for which you are entitled to give direction and is not linked to
any other shares of Company stock or related Proxy C
Annual Meeting which you may receive.
Your voting direction will apply to those shares allocated to your account
as well as to a proportionate number of the shares in the plan not yet allocated
to any participant. If you own Turner Corporation S
Employee Stock Ownership Plan, you will receive proxy materials covering
these shares in a separate mailing.
Also enclosed is a Proxy Statement that explains the items which will be voted
on at the Company's Annual Stockholders Meeting. Please return you completed
and signed Voting Instruction Card as quickly as possible, using the envelope
provided. Your vote is important and you are encouraged to take advantage of
this opportunity to direct the voting of your shares.
Sara J. Gozo
Secretary
April 20, 1995
Dear Stockholder:
Our records indicate that we have not yet received your proxy for the Annual
Meeting to be held on May 12, 1995. A proxy card was mailed March 31, 1995,
together with a Notice of Annual Meeting, Proxy Statement and Annual Report.
We believe it is important that your views be represented at the meeting.
We are, therefore, enclosing a duplicate proxy and urge you to sign, date
and return it today in the enclosed return envelope.
If you have already forwarded your proxy card, we thank you for your
cooperation.
Yours very truly,
THE TURNER CORPORATION
Sara J Gozo
Secretary
SJG:lac
PROXY
THE TURNER CORPORATION
Annual Meeting of Stockholders, May 12, 1995
The undersigned hereby appoints Alfred T. McNeill and Sara J. Gozo and each
of them, with full power of substitution, as attorneys and proxies for the
undersigned to appear at the Annual Meeting of Stockholders of the Turner
Corporation to be held on May 12, 1995 at 11:00 A.M. Eastern Daylight Saving
Time, and at any adjournments of that meeting, and at that meeting to act
for the undersigned and vote all shares of common stock of The Turner
Corporation held in the name of the undersigned, with all the powers the
undersigned would have if personally present as follows:
You are encouraged to specify your choices by marking the appropriate boxes,
SEE REVERSE SIDE, but you need not mark any boxes if you wish to
vote in accordance with the board of Directods' recommendations. The Proxies
cannotvote your shares unless you sign and return this card.
P
R
O
X
Y
SEE REVERSE
SIDE
[X]
Please mark your
votes as in this
example.
If not otherwise specified, this proxy will be voted for the election of
the nominees named below. The Board of Directors recommends a vote FOR the
below matters.
1. Election of Directors.
FOR WITHHELD
To withhold authority to vote for an individual nominee, list that nominee's
name on the line below: (Nominees: Leif Lomo, Harold J. Parmelee,
Frederick W. Zuckerman)
2. In their discretion upon any other matter that may properly come before
the meeting.
Do you plan to attend the Annual Meeting?
YES NO
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
Please sign exactly as name appears at the left. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
SIGNATURE(S) DATE
THE TURNER CORPORATION
Voting Instructions Solicited on Behalf of the Board of Directors of the
Company for the Annual Meeting of Stockholders, May 12, 1995
To the trustees -- Employee Stock Ownership Plan of the Turner
Corporation
The undersigned hereby directs State Street Bank and Trust Company, Trustee,
to vote as stated herein all shares allocated to the account of the
undersigned at the Annual Meeting of Stockholders to be held on May 12, 1995
at 11:00 A.M. Eastern Daylight Saving Time. as at any adjournments thereof,
upon the matters set forth in the notice of such meeting. The Trustee shall
vote as checked upon the following matters, more fully set forth in the
Proxy Statement, and otherwise in their discretion.
1. Election of Directors, Nominees: Leif Lomo, Harold J. Parmelee,
Frederick W. Zuckerman
You are encouraged to specify your choices by marking the appropriate boxes,
SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. Your instructions
cannot be accepted unless you sign and return this card.
SEE REVERSE SIDE
[X]
Please mark your
votes as in this
example.
If not otherwise specified, this Direction will be voted for the election
of the director nominees named below. The Board of Directors recommends a vote
FOR the below matters.
1. Election of Directors.
FOR WITHHELD
To withhold authority to vote for an individual nominee, list that nominee's
name on the line below:
(Nominees: Leif Lomo, Harold J. Parmelee,
Frederick W. Zuckerman)
2. In their discretion upon any other matter that may properly come before
the meeting.
Do you plan to attend the Annual Meeting?
YES NO
THESE VOTING INSTRUCTIONS ARE SOLICITED
BY THE TRUSTEE OF
THE EMPLOYEE STOCK OWNERSHIP PLAN
Please sign exactly as name appears at the left.
SIGNATURE(S) DATE
March 30, 1995
Securities and Exchange Commission
Washington, D.C. 20549
Dear Sirs:
The Turner Corporation (the "Company") is filing electronically the
definition proxy statement, form of proxy and form of instruction to ESOP
trustee which the Company expects to send to security holders beginning
March 31, 1995.
Very truly yours,
THE TURNER CORPORATION
/s/ S. J. Gozo
Secretary
